RecDoc 2020-039720 First Amendment to Owner Participation Agreement

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shall make annual payments of principal and interest to fully amortize the amounts owed under the Promissory Note over the remainder of the Loan Term. Notwithstanding the foregoing, repayment may be accelerated in the case of a default. 3. The Loan Term. The first sentence of Section 3(d) is hereby deleted in its entirety and replaced with the following: For purposes of this Agreement, the "Loan Term" shall expire on December 13, 2062, which is fifty-five (55) years from the date that the Certificate of Completion was issued by the Agency. 4. Subordination. Section 3(f) is hereby deleted in its entirety and replaced with the following: The indebtedness evidenced by the Note, the Deed of Trust, the Declaration of Affordability Covenants and the Declaration of Redevelopment Covenants are and shall be subordinate in right of payment to the prior payment in full of all amounts then due and payable (including, but not limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with respect to the indebtedness evidenced by the Note (as defined by that certain Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by the Borrower in favor of the CSCDA and assigned to Citibank, N.A.), in the original maximum principal amount of $20,040,000, executed by Borrower and payable to Citibank, N.A. ("Senior Lender"), to the extent and in the manner provided in that certain Subordination Agreement, dated as of April , 2020, between Senior Lender and the holder of this Note (the "Subordination Agreement"). The rights and remedies of the payee and each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of this Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the "Subordinate Lender" under the Subordination Agreement. 5. Default. The following new Section 27 is hereby added to the Owner Participation Agreement: City agrees to accept a cure of any default by Participating Owner hereunder tendered by R4 HHCA Acquisition LLC, a Delaware limited liability company ("Limited Partner") on the same basis as if such cure were tendered by Participating Owner. City shall not, so long as Limited Partner or an entity whose management is controlled by an entity in which the Limited Partner has a continuing ownership interest in Participating Owner, conduct a foreclosure sale of the mortgaged property or receive a deed -in -lieu of foreclosure, until such time as Limited Partner has first been given 30 days written notice of such default and has failed, within such 30 -day period to cure such default. 6. Consent. The City consents to the proposed rehabilitation of the Project by the Participating Owner. REV: 03-30-2020 PR